Published and draft legislation - Colombia

New Country Code

External Circular 028/2014, Superintendencia Financiera de Colombia

In our first issue of Progreso (November 2014) we reported on the publication by Colombia’s financial supervisor of External Circular 028/2014 adopting the New Country Code, and we gave a brief overview of its contents, which covered the implementation of best corporate governance practices.

In this issue we have taken a closer look at the guidelines issued by the Superintendencia Financiera de Colombia, and have focussed on the most important areas:

  • The notice required to convene shareholders to General Meetings has been extended from two weeks to a month in the case of annual meetings, and from five to fifteen days for extraordinary general meetings.
  • Guidelines have been introduced on the provision of information with sufficient notice to enable proper decision taking, and on the use of electronic channels for supplying information (preliminary information about the candidates for the Board of Directors, important operations, boardroom pay, succession policies, etc).
  • There are recommendations about allocating key roles to the organs of governance, and it gives more detail about the ones applying, the Chair and Secretary of the Board or senior management body.

In order to support respect for the rights and fair treatment of shareholders, the code stresses the importance of acknowledging the potential influence that shareholders can have on the company through their participation in and voting at the general meeting; their right to receive and ask for information both from the publicly traded firm and from its holding company; and to share in the company’s profits. To this end, the company must make full information available in a timely manner, as well as promoting participation and access to information online.

In terms of the members of the boards or governing bodies, the code sets out measures designed to achieve the following: i) that these should have an appropriate composition, both in the number and profile of their members; ii) that rules should be set in order to ensure transparency when members are being selected, and iii) that resources for the responsible and efficient use of its functions should be optimised.

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In the area of Control Architecture, the new measures seek to improve the benchmarking of performance against companies’ strategic goals, as well as increasing their capacity to identify scope and manage risks appropriately and robustly.

Finally, turning to Financial and non-financial transparency and information, the measures seek to enable investors and stakeholders to gain an appropriate level of knowledge about the Issuer’s situation and outlook.

The adoption of the Country Code means that publicly traded Colombian Issuers have aligned their good corporate governance systems with the international requirements of institutions such as the World Bank and the Organisation for Economic Cooperation and Development (OECD). It is further proof of how information disclosure is the cornerstone for building a fit-for-purpose model of governance for these firms